Filed
by ONEOK, Inc. pursuant to
Rule
425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: Magellan Midstream Partners, L.P.
Commission File No. 001-16335
Date:
June 27, 2023
![](https://content.edgar-online.com/edgar_conv_img/2023/06/27/0001213900-23-052213_image_001.jpg)
Post-Announcement
Frequently
Asked Questions for Employees
ONEOK
and Magellan Integration
Contents
Transaction
Overview |
2 |
Integration
Process |
3 |
Day-to-Day
Work |
4 |
Note:
We recognize that the announcement of the ONEOK and Magellan integration brings about many questions. While there is information
we do not yet have, the initial set of frequently asked questions (FAQ) below outlines the answers we have today. Many decisions will
be made as part of the integration planning process in the coming weeks and months. We are committed to keeping you informed and will
update this document as our planning efforts progress. Please continue to reach out to IntegrationQuestions@oneok.com with additional
questions.
Submit additional questions to IntegrationQuestions@oneok.com and/or
visit the ONEOK Integration site for more information
Transaction
Overview
| 1. | What
does the announcement of ONEOK’s acquisition of Magellan mean? |
As
announced, ONEOK has entered into an agreement to acquire Magellan Midstream Partners, L.P. (Magellan). The combination of Magellan and
ONEOK brings together two premier, complementary energy companies and proud workforces to create a leading North American diversified
energy infrastructure company well positioned for future success. Each organization has a track record of safety, environmental stewardship,
community investment and an important focus on delivering the vital energy products needed for a transforming energy world. The combined
company will be headquartered in Tulsa, Oklahoma.
| 2. | What
does “deal close” and / or “Day 1” mean? |
“Deal
close” and “Day 1” both refer to the completion of the transaction, which we expect to occur in the third quarter 2023.
At that time, all shareholder/unitholder, regulatory and financial requirements have been achieved, and all purchase funds (i.e., cash,
company stock, assets, etc.) have been transferred. Once the transaction closes, we will work to bring our systems and processes together
over time to begin functioning as one company, delivering our vital products without interruption.
| 3. | When
will the deal close? |
We
expect to complete the transaction in the third quarter 2023, subject to the approval of both Magellan unitholders and ONEOK shareholders,
required regulatory approvals and other closing conditions. Until close, we will continue to operate as separate companies, and it is
business as usual.
| 4. | What
is my role in the pre-close phase of the transaction? |
Until
the transaction closes, both companies will continue to operate as independent companies and it is business as usual. We ask that you
remain focused on your day-to-day responsibilities and safely performing your job well. Your continued hard work is the single most important
element in efficiently and effectively closing the transaction.
Submit additional questions
to IntegrationQuestions@oneok.com and/or visit the ONEOK Integration site for more information
Integration
Process
| 5. | What
does the integration process consist of between now and close? |
The
principal goal of the integration process is to create one company aligned to one mission, one vision and one strategic map that creates
exceptional value for all stakeholders. This will be a multistep, multimonth integration process, before and after close following a
structured integration approach. Our integration approach can be outlined in three phases:
| ● | Phase
1: Establishing the IMO and continuing with gathering information on the “as-is” state of both companies related to systems,
processes and people for each of the IMO functional teams. This establishes the integration governance structure process in preparation
for Phase 2. This is where we are today. |
| ● | Phase
2: Evaluating and deciding on the future processes and operating model and completing activities to prepare for implementation following
close. Designing an organizational structure for the combined company. This phase will be completed ahead of Day 1 or close. |
| ● | Phase
3: Implementing the integration plan following completion of the merger. This phase begins at close and will continue for several
months. |
We
invite you to review this overview of our integration planning process, which provides a snapshot of key integration milestones, both
internally and externally, from now until Day 1.
| 6. | Where
can I learn more about the IMO? |
We
invite you to review the IMO leadership and team chart. Please note that this is not an organizational chart, it represents the
integration planning project team.
Over
the coming months, the integration planning team will meet regularly to determine how best to combine our great organizations.
| 7. | Am
I allowed to collaborate with future colleagues from Magellan? |
Until
the completion of the transaction, for legal reasons, it is important that you do not engage with Magellan employees unless you are specifically
asked to do so in connection with integration planning activities OR are engaging in everyday business activities as part of standard
course of business. While we are permitted to plan for integration, we must continue to operate as separate companies until closing.
We look forward to creating opportunities for combined company employees to collaborate post-close.
| 8. | Are
all decisions complete for the future organization? |
No.
Combining ONEOK and Magellan is a multistep, multimonth process. The established IMO is composed of functional leaders representing both
ONEOK and Magellan with the joint focus of creating a robust integration plan. As part of the integration planning process, teams from
both organizations will need to follow strict, regulatory guidelines when conducting planning and design meetings. Importantly, teams
from both ONEOK and Magellan will be active participants to bring our two companies together as one.
Submit additional questions
to IntegrationQuestions@oneok.com and/or visit the ONEOK Integration site for more information
| 9. | When
will I find out more about how the transaction affects me? |
There
is much work to be done by the integration planning teams, and we are at the beginning of that process. As teams begin to meet and plan
for our future organization, we will begin to finalize decisions and communicate. Decisions and actions will take place over time and
not all decisions will come at once. Leadership is committed to keeping employees engaged and informed as decisions are made.
| 10. | Can
I post about the transaction on social media? |
While
you can retweet or share posts from ONEOK’s social channels, we’d ask that you please not post separately about this transaction
on social media.
Any
posts by employees regarding this transaction will likely need to be filed with the Securities and Exchange Commission and can create
an undue burden for company resources. As a reminder, only approved ONEOK and Magellan spokespeople should speak on behalf of ONEOK and
Magellan.
If
you have any questions about what content you can share on social media:
| ● | Review
the ONEOK Social Computing Policy |
| | |
| ● | Contact
Jessica Schuster. |
| 11. | What
should I say if contacted by the media or an analyst or investor? |
Consistent
with company policy, do not respond, and immediately forward inquiries to:
| ● | Investors:
Andrew Ziola. |
| | |
| ● | Media
or other outside parties: Brad Borror. |
Day-to-Day
Work
| 12. | Is
ONEOK hiring new employees/filling open positions during this time? |
Until
the transaction closes, ONEOK will continue to operate business as usual, including hiring. As always, hiring leaders should meet with
their respective leadership hierarchies to evaluate and prioritize personnel needs. All hiring should be coordinated through Human Resources.
| 13. | Is
ONEOK freezing compensation changes or promotions until after the transaction closes? |
No.
Approval authority for compensation and promotion decisions has not changed. Consult your supervisor for guidance on any additional expectations
for your business unit.
Submit additional questions
to IntegrationQuestions@oneok.com and/or visit the ONEOK Integration site for more information
Cautionary
Statement Regarding Forward-Looking Statements
This
communication includes “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended
and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included
in this communication that address activities, events or developments that ONEOK or Magellan expects, believes or anticipates will or
may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,”
“believe,” “expect,” “anticipate,” “potential,” “create,” “intend,”
“could,” “would,” “may,” “plan,” “will,” “guidance,” “look,”
“goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow”
or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion
of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements
are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction
between ONEOK and Magellan (the “proposed transaction”), the expected closing of the proposed transaction and the timing
thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels
and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance,
including maintaining current ONEOK management, enhancements to investment-grade credit profile, an expected accretion to earnings and
free cash flow, dividend payments and potential repurchases, increase in value of tax attributes and expected impact on EBITDA. Information
adjusted for the proposed transaction should not be considered a forecast of future results. There are a number of risks and uncertainties
that could cause actual results to differ materially from the forward-looking statements included in this communication. These include
the risk that ONEOK’s and Magellan’s businesses will not be integrated successfully; the risk that cost savings, synergies
and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that the credit
ratings of the combined company or its subsidiaries may be different from what the companies expect; the possibility that shareholders
of ONEOK may not approve the issuance of new shares of ONEOK common stock in the proposed transaction or that shareholders of ONEOK or
unitholders of Magellan may not approve the proposed transaction; the risk that a condition to closing of the proposed transaction may
not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction might be delayed
or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the
announcement or completion of the proposed transaction; the risk that the parties do not receive regulatory approval of the proposed
transaction; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger
agreement relating to the proposed transaction; the risk that ONEOK may not be able to secure the debt financing necessary to fund the
cash consideration required for the proposed transaction; the risk that changes in ONEOK’s capital structure and governance could
have adverse effects on the market value of its securities; the ability of ONEOK and Magellan to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and customers and on ONEOK’s and Magellan’s operating results
and business generally; the risk the proposed transaction could distract management from ongoing business operations or cause ONEOK and/or
Magellan to incur substantial costs; the risk of any litigation relating to the proposed transaction; the risk that ONEOK may be unable
to reduce expenses or access financing or liquidity; the impact of the COVID-19 pandemic, any related economic downturn and any related
substantial decline in commodity prices; the risk of changes in governmental regulations or enforcement practices, especially with respect
to environmental, health and safety matters; and other important factors that could cause actual results to differ materially from those
projected. All such factors are difficult to predict and are beyond ONEOK’s or Magellan’s control, including those detailed
in ONEOK’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available on ONEOK’s
website at www.oneok.com and on the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov, and those
detailed in Magellan’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that are available
on Magellan’s website at www.magellanlp.com and on the website of the SEC. All forward-looking statements are based on assumptions
that ONEOK and Magellan believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as
of the date on which such statement is made, and neither ONEOK nor Magellan undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
Submit additional questions
to IntegrationQuestions@oneok.com and/or visit the ONEOK Integration site for more information
No
Offer or Solicitation
This
communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Important
Additional Information Regarding the Merger Will Be Filed with the SEC and Where to Find It
In
connection with the proposed transaction, ONEOK has filed with the SEC a registration statement on Form S-4 (the “Registration
Statement”) to register the shares of ONEOK’s common stock to be issued in connection with the proposed transaction. The
Registration Statement includes a document that serves as a prospectus of ONEOK and joint proxy statement of ONEOK and Magellan (the
“joint proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the
SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ONEOK AND MAGELLAN, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. After the Registration
Statement has been declared effective, a definitive joint proxy statement/prospectus will be mailed to shareholders of ONEOK and unitholders
of Magellan. Investors will be able to obtain free copies of the Registration Statement and the joint proxy statement/prospectus, as
each may be amended from time to time, and other relevant documents filed by ONEOK and Magellan with the SEC (when they become available)
through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by ONEOK, including the joint proxy
statement/prospectus (when available), will be available free of charge from ONEOK’s website at www.ONEOK.com under the “Investors”
tab. Copies of documents filed with the SEC by Magellan, including the joint proxy statement/prospectus (when available), will be available
free of charge from Magellan’s website at www.magellanlp.com under the “Investors” tab.
Participants
in the Solicitation
ONEOK
and certain of its directors, executive officers and other members of management and employees, Magellan, and certain of the directors,
executive officers and other members of management and employees of Magellan GP, LLC, which manages the business and affairs of Magellan,
may be deemed to be participants in the solicitation of proxies from ONEOK’s shareholders and the solicitation of proxies from
Magellan’s unitholders, in each case with respect to the proposed transaction. Information about ONEOK’s directors and executive
officers is available in ONEOK’s Annual Report on Form 10-K for the 2022 fiscal year filed with the SEC on February 28, 2023 and
its definitive proxy statement for the 2023 annual meeting of stockholders filed with the SEC on April 5, 2023, and in the joint proxy
statement/prospectus (when available). Information about Magellan’s directors and executive officers is available in its Annual
Report on Form 10-K for the 2022 fiscal year and its definitive proxy statement for the 2023 annual meeting of unitholders, each filed
with the SEC on February 21, 2023, and the joint proxy statement/prospectus (when available). Other information regarding the participants
in the solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in
the Registration Statement, the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the
proposed transaction when they become available. Shareholders of ONEOK, unitholders of Magellan, potential investors and other readers
should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
Submit additional questions
to IntegrationQuestions@oneok.com and/or visit the ONEOK Integration site for more information
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